Common use of Investments, Etc Clause in Contracts

Investments, Etc. The Borrowers will not, and will not permit any of their respective Restricted Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (any of the foregoing, an "Investment"), except that the following shall be permitted: (i) the Borrowers and their Restricted Subsidiaries may acquire and hold accounts receivables owing to any of them, if created or acquired in the ordinary course of bus- iness and payable or dischargeable in accordance with cus- tomary terms; (ii) the Borrowers and their Restricted Subsidiaries may acquire and hold cash and Cash Equivalents (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System); provided that during any time that Revolving Loans of Non-Defaulting Banks or Swingline Loans are outstanding, the aggregate amount of cash and Cash Equivalents permitted to be held by the Borrowers and their Restricted Subsidiaries (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System) shall not exceed $20,000,000 for any period of five consecutive days; (iii) INTERCO and its Restricted Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $1,000,000; (iv) the Borrowers may enter into Interest Rate Protec- tion Agreements to the extent permitted in Section 9.04(vi); (v) any Credit Party or the Receivables Subsidiary may make intercompany loans and advances to any other Credit Party; (vi) the Borrowers may (x) establish Subsidiaries in compliance with Section 9.12 and (y) make Investments therein as otherwise provided in this Section 9.05; (vii) so long as no Default or Event of Default exists, or would result therefrom, the Borrowers and their Restricted Subsidiaries may make Investments at any time in an amount not to exceed the sum of (A) the Available $10 Million Acquisition/Investment Basket Amount at such time (after giving effect to all prior and contemporaneous reductions thereto, except as a result of such Investment), plus (B) the then Available Unrestricted Proceeds Amount at such time (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (C) the Available Net Income Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (D) the Available Returned Investment Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment); provided that in no event shall the aggregate amount of Investments made pursuant to this clause (vii) after the Restatement Effective Date, when added to the aggregate amount paid in connection with Permitted Acquisitions effected after the Restatement Effective Date (calculated in accordance with the first parenthetical contained in Section 9.02(vii)(B)), exceed $75,000,000 plus the Returned Investment Amount as calculated on the date any determination is being made pursuant to this clause (vii); (viii) the Borrowers and their Restricted Subsidiaries may retain cash consideration plus purchase money notes derived from asset sales permitted pursuant to Section 9.02(ii); (ix) the Borrowers may enter into and perform their obligations under Currency Hedging Agreements entered into in the ordinary course of business and consistent with past practices so long as (i) any such Currency Hedging Agreement is related to income derived from foreign operations of the Borrowers or any Restricted Subsidiary (or any Foreign Sales Corporation which is a Restricted Subsidiary) or otherwise related to purchases permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to $15,000,000 in the aggregate at any one time; (x) the Borrowers and their Restricted Subsidiaries may acquire and own investments (including notes or other debt obligations or securities) received in connection with the bankruptcy or reorganization of their suppliers and customers and in settlement of delinquent obligations of, or disputes with, their customers or suppliers in the ordinary course of business; (xi) existing Investments by the Borrowers and their Restricted Subsidiaries shall be permitted to the extent listed on Schedule X; (xii) the Restricted Subsidiaries of INTERCO may contribute accounts receivable to the Receivables Subsidiary in accordance with the provisions of the Receivables Documents; (xiii) INTERCO shall be permitted to make capital contributions to Foreign Sales Corporations in an amount not to exceed $100,000 in the aggregate; and (xiv) Permitted Acquisitions shall be permitted in compliance with Sections 8.14 and 9.02(vii).

Investments, Etc. The Borrowers will notNo Credit Agreement Party shall, and will not or shall permit any of their respective Restricted its Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (any of the foregoing, an "Investment"), except that the following shall be permitted: (i) each of the Borrowers and their Restricted Subsidiaries of Holdings may acquire and hold accounts receivables owing to any of them, if created or acquired in the ordinary course of bus- iness business and payable or dischargeable in accordance with cus- tomary customary terms; (ii) the Borrowers Holdings and their Restricted its Subsidiaries may acquire and hold cash and Cash Equivalents (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System); provided that during any time that Revolving Loans of Non-Defaulting Banks or Swingline Loans are outstanding, the aggregate amount of cash and Cash Equivalents permitted to be held by the Borrowers and their Restricted Subsidiaries (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System) shall not exceed $20,000,000 for any period of five consecutive daysEquivalents; (iii) INTERCO Holdings Acquired Subsidiaries and BFPH and its Restricted Subsidiaries may make loans and advances to their respective employees, officers and directors in connection with relocations, purchases by such persons of the capital stock of Holdings or warrants, options or similar rights to purchase the capital stock of Holdings and other ordinary course of business to their respective employees purposes, so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $1,000,00010,000,000; (iv) the Borrowers any Borrower may enter into Interest Rate Protec- tion Protection Agreements to the extent permitted in Section 9.04(vi); (v) any Credit Party or (v) BFPH, the Receivables U.S. Borrowers and the U.S. Subsidiary Guarantors may make intercompany loans to each other, (w) the Foreign U.K. Borrowers and advances the U.K. Subsidiary Guarantors may make intercompany loans to each other (x) the Foreign U.K. Borrowers and the U.K. Subsidiary Guarantors may make intercompany loans to U.K. Subsidiaries that are Wholly-Owned Subsidiaries of Holdings but are not U.K. Subsidiary Guarantors, so long as (i) the aggregate outstanding principal amount of all intercompany loans made pursuant to this clause (x) do not exceed $10,000,000 at any time and (ii) any such intercompany loan made pursuant to this clause (x) is evidenced by an Intercompany Note, (y) BFPH, the U.S. Borrowers and the U.S. Subsidiary Guarantors may make intercompany loans to any other Credit PartyWholly-Owned Foreign Subsidiary of Holdings, so long as (i) such Wholly-Owned Foreign Subsidiary promptly uses the proceeds thereof to effect Permitted Transactions and (ii) any such intercompany loan shall be evidenced by an Intercompany Note and (z) BFPH, the Borrowers and the Subsidiary Guarantors may make intercompany loans to Holdings, so long as (i) Holdings promptly uses the proceeds thereof to effect Permitted Transactions and (ii) in the case of any intercompany loan by a Foreign U.K. Borrower to Holdings, such loan shall be evidenced by an Intercompany Note containing the subordination provisions attached as Annex I thereto; (vi) the Borrowers Holdings and its Subsidiaries may (x) establish Subsidiaries in compliance with Section 9.12 9.11 and (y) make Investments therein as otherwise provided in this Section 9.05; (vii) so long as no Default or Event of Default exists, exists or would result therefromexist immediately after giving effect to the respective Investment, the Borrowers Holdings and their Restricted its Wholly-Owned Subsidiaries may shall be permitted to make Investments at (in addition to those otherwise provided in this Section 9.05) on any time date in an amount not to exceed the sum of (A) the Available $10 Million Acquisition/Investment Basket Amount at on such time (after giving effect to all prior and contemporaneous reductions thereto, except as a result of such Investment), plus (B) the then Available Unrestricted Proceeds Amount at such time date (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus it being understood and agreed that (Cx) in the Available Net Income Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (D) the Available Returned Investment Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment); provided that in no event shall the aggregate amount case of Investments made in any Person which is thereafter acquired pursuant to a Permitted Acquisition, then upon the consummation of the respective Permitted Acquisition the amount previously invested in such Person pursuant to this clause (vii) after shall be treated as if said amount were instead used to effect a Permitted Acquisition and the Restatement Effective Date, when added to Available Basket Amount shall be increased by the aggregate amount paid of Investments in connection with Permitted Acquisitions effected after the Restatement Effective Date (calculated in accordance with the first parenthetical contained in Section 9.02(vii)(B)), exceed $75,000,000 plus the Returned Investment Amount as calculated on the date any determination is being such Person theretofore made pursuant to this clause (vii), (y) in the case of Investments in entities which do not become Credit Parties, then to the extent Holdings or one or more other Credit Parties (after the respective Investment has been made) receives a return of capital previously invested pursuant to this clause (vii) (including, without limitation, the proceeds of any sale of capital stock permitted by Section 9.02(viii)(y)), then the amount of such return of capital shall, upon the Administrative Agent's receipt of a certification of the amount of the return of capital from an Authorized Representative, apply to increase the Available Basket Amount, PROVIDED that the aggregate amount of increases to the Available Basket Amount described above shall not exceed the amount of returned capital and, in no event, shall the amount of the increases made to the Available Basket Amount in respect of any Investment exceed the amount previously invested pursuant to this clause (vii) and (z) the acquisition of a Person which has ownership interests in one or more entities which are not Wholly-Owned Subsidiaries of such Person pursuant to a Permitted Acquisition effected in accordance with relevant requirements of this Agreement shall not be deemed to constitute an Investment pursuant to this clause (vii) and the Available Basket Amount shall not be reduced as a result of the payment of consideration owing in connection with such Permitted Acquisition (although the Available Basket Amount would be affected to the extent additional Investments are made in the respective non-wholly-owned entity pursuant to this clause (vii)); (viii) Holdings and its Wholly-Owned Subsidiaries may make Permitted Acquisitions in accordance with the Borrowers relevant requirements of Section 8.13 and their Restricted the component definitions as used therein; (ix) Holdings and its Subsidiaries may retain cash consideration plus PLUS purchase money notes derived from asset sales permitted pursuant to Section 9.02(ii); (ix) the Borrowers may enter into and perform their obligations under Currency Hedging Agreements entered into in the ordinary course of business and consistent with past practices so long as (i) any such Currency Hedging Agreement is related to income derived from foreign operations of the Borrowers or any Restricted Subsidiary (or any Foreign Sales Corporation which is a Restricted Subsidiary) or otherwise related to purchases permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to $15,000,000 in the aggregate at any one timexiv); (x) existing Investments by BFPH and its Subsidiaries shall be permitted to the Borrowers extent listed on Schedule IX; (xi) Holdings and their Restricted each of its Subsidiaries may acquire and own investments Investments (including notes or other debt obligations or securitiesobligations) received in connection with the bankruptcy or reorganization of their suppliers and customers and and/or in settlement of delinquent obligations of, or and other disputes with, their customers or and suppliers arising in the ordinary course of business; (xi) existing Investments by the Borrowers and their Restricted Subsidiaries shall be permitted to the extent listed on Schedule X; (xii) the Restricted Subsidiaries as a result of INTERCO may contribute accounts receivable sales, contributions and other transfers of Receivable Facility Assets to the Receivables Subsidiary in accordance with Section 9.02(x), Investments may exist from time to time consisting of (x) contributions by Treasure Chest to the provisions capital of the Receivables DocumentsSubsidiary and (y) intercompany loans being made (or deemed made) by the Receivables Sellers as a result of the transfer of such Receivables Facility Assets, in each case so long as all capital stock of the Receivables Subsidiary is pledged pursuant to the U.S. Pledge and Security Agreement and all such intercompany loans are evidenced by one or more promissory notes which are pledged pursuant to the U.S. Pledge and Security Agreement; (xiii) INTERCO BFPH may guarantee obligations of its Subsidiaries as sellers pursuant to the Receivables Documents, so long as no such guaranty shall give rise to recourse liability (other than in connection with Standard Securitization Undertakings) for the payment of any Receivables Facility Assets or the principal of, or interest on, any Purchased Interest or Investor Certificate; (xiv) the Receivables Sellers may make intercompany loans in accordance with the requirements of Section 8.16; (xv) to the extent necessary to maintain the net worth of the Receivables Subsidiary in accordance with the requirements of the Receivables Facility, BFPH may at any time contribute one or more promissory notes to the capital of Treasure Chest, which shall in turn contribute such promissory notes to the capital of the Receivables Subsidiary; PROVIDED that (x) at no time shall the aggregate principal amount of such outstanding promissory notes exceed the remainder of (A) $5 million LESS (B) the sum of (I) the amount of all write-downs and write-offs of such principal amount PLUS (II) the aggregate amount of all principal payments in respect of such promissory notes made after October 4, 1996 and (y) the interest rate payable pursuant to such promissory notes shall not be permitted to greater than the short-term "Applicable Federal Rate" (as such term is defined in Section 1274(d) of the Code); (xvi) Holdings and its Subsidiaries may make capital contributions to Foreign Sales Corporations any of their respective Subsidiaries (excluding the Receivables Subsidiary) which is a Credit Party; (xvii) Investments made in an accordance with the relevant requirements of Section 9.02(xi); (xviii) any Borrower and/or its Subsidiaries may enter into Currency Agreements in accordance with the requirements contained in Section 9.04(xvi); (xix) additional Investments may exist from time to time consisting of capital contributions to the Receivables Subsidiary made solely through a reduction in the principal amount of any intercompany note then payable to Treasure Chest by the Receivables Subsidiary, so long as (x) all capital stock of the Receivables Subsidiary is pledged pursuant to the U.S. Pledge and Security Agreement, (y) any such intercompany note (to the extent same is not reduced to $0) is pledged pursuant to the Pledge and Security Agreement and (z) the aggregate amount of all such capital contributions shall not exceed $100,000 15 million; (xx) Treasure Chest, Webcraft, BF Digital and any other Credit Party may make Investments in the aggregateSpecial Unrestricted Leasing Subsidiary pursuant to any Tax Sharing Agreement or any other Guaranty referred to in Section 9.04(xix) in such amounts as may be required to enable the Special Unrestricted Leasing Subsidiary to pay principal, interest and other amounts owing pursuant to the SULS Loan Agreement when and as due; (xxi) (x) each of Holdings and BFPH may make cash equity contributions to any direct Wholly-Owned Subsidiary of the Person making such contribution that is a U.S. Borrower or a U.S. Subsidiary Guarantor, (y) any U.S. Borrower and any U.S. Subsidiary Guarantor may make cash equity contributions to any direct Wholly-Owned Subsidiary of the Person making such contribution that is a U.S. Borrower or a U.S. Subsidiary Guarantor and (z) any Foreign U.K. Borrower and any U.K. Subsidiary Guarantor may make cash equity contributions to any direct Wholly-Owned Subsidiary of the Person making such contribution that is a Foreign U.K. Borrower or a U.K. Subsidiary Guarantor; and (xivxxii) BFPH, the U.S. Borrowers and the U.S. Subsidiary Guarantors may make cash equity contributions in any of their respective direct Wholly-Owned Foreign Subsidiaries, so long as such Wholly-Owned Foreign Subsidiary promptly uses the proceeds of any such cash equity contribution to effect Permitted Acquisitions shall be permitted in compliance with Sections 8.14 and 9.02(vii)Transactions.

Investments, Etc. The Borrowers will notNo Credit Agreement Party shall, and will not or shall permit any of their respective Restricted its Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (any of the foregoing, an "Investment"), except that the following shall be permitted: (i) each of the Borrowers and their Restricted Subsidiaries of Holdings may acquire and hold accounts receivables owing to any of them, if created or acquired in the ordinary course of bus- iness business and payable or dischargeable in accordance with cus- tomary termscustomary terms of such Subsidiary; (ii) the Borrowers Holdings and their Restricted its Subsidiaries may acquire and hold cash and Cash Equivalents (including cash and Foreign Subsidiaries of Holdings may invest in Foreign Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System); provided that during any time that Revolving Loans of Non-Defaulting Banks or Swingline Loans are outstanding, the aggregate amount of cash and Cash Equivalents permitted to be held by the Borrowers and their Restricted Subsidiaries (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System) shall not exceed $20,000,000 for any period of five consecutive daysEquivalents; (iii) INTERCO BFPH and its Restricted Subsidiaries may make loans and advances to (x) their respective employees, officers and directors in connection with relocations, purchases by such persons of the capital stock of Holdings or warrants, options or similar rights to purchase the capital stock of Holdings and other ordinary course of business to their respective employees purposes, so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $1,000,00010,000,000 and (y) the Management Participants on the Initial Borrowing Date to enable the Management Participants to purchase Holdings Common Stock pursuant to the Common Equity Financing, so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs thereof) shall not exceed $6,500,000; (iv) the Borrowers any Borrower may enter into Interest Rate Protec- tion Protection Agreements to the extent permitted in Section 9.04(vi); (v) any Credit Party or the Receivables Subsidiary may make intercompany loans and advances to any other Credit Party; (vi) the Borrowers may (x) establish Subsidiaries in compliance with Section 9.12 and (y) make Investments therein as otherwise provided in this Section 9.05; (vii) so long as no Default or Event of Default exists, or would result therefrom, the Borrowers and their Restricted Subsidiaries may make Investments at any time in an amount not to exceed the sum of (A) the Available $10 Million Acquisition/Investment Basket Amount at such time (after giving effect to all prior and contemporaneous reductions thereto, except as a result of such Investmentw), plus (B) the then Available Unrestricted Proceeds Amount at such time (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (C) the Available Net Income Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (D) the Available Returned Investment Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment); provided that in no event shall the aggregate amount of Investments made pursuant to this clause (vii) after the Restatement Effective Date, when added to the aggregate amount paid in connection with Permitted Acquisitions effected after the Restatement Effective Date (calculated in accordance with the first parenthetical contained in Section 9.02(vii)(B)), exceed $75,000,000 plus the Returned Investment Amount as calculated on the date any determination is being made pursuant to this clause (vii); (viii) the Borrowers and their Restricted Subsidiaries may retain cash consideration plus purchase money notes derived from asset sales permitted pursuant to Section 9.02(ii); (ix) the Borrowers may enter into and perform their obligations under Currency Hedging Agreements entered into in the ordinary course of business and consistent with past practices so long as (i) any such Currency Hedging Agreement is related to income derived from foreign operations of the Borrowers or any Restricted Subsidiary (or any Foreign Sales Corporation which is a Restricted Subsidiary) or otherwise related to purchases permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to $15,000,000 in the aggregate at any one time; (x) the Borrowers and their Restricted Subsidiaries may acquire and own investments (including notes or other debt obligations or securities) received in connection with the bankruptcy or reorganization of their suppliers and customers and in settlement of delinquent obligations of, or disputes with, their customers or suppliers in the ordinary course of business; (xi) existing Investments by the Borrowers and their Restricted Subsidiaries shall be permitted to the extent listed on Schedule X; (xii) the Restricted Subsidiaries of INTERCO may contribute accounts receivable to the Receivables Subsidiary in accordance with the provisions of the Receivables Documents; (xiii) INTERCO shall be permitted to make capital contributions to Foreign Sales Corporations in an amount not to exceed $100,000 in the aggregate; and (xiv) Permitted Acquisitions shall be permitted in compliance with Sections 8.14 and 9.02(vii).

Investments, Etc. The Borrowers will not, and will not permit any of their respective Restricted Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (any of the foregoing, an "Investment"), except that the following shall be permitted: (i) the Borrowers and their Restricted Subsidiaries may acquire and hold accounts receivables owing to any of them, if created or acquired in the ordinary course of bus- iness business and payable or dischargeable discharge- able in accordance with cus- tomary customary terms; (ii) the Borrowers and their Restricted Subsidiaries may acquire and hold cash and Cash Equivalents (including cash and Cash Equivalents held by INTERCO Furniture Brands on behalf of its Restricted Subsidiaries pursuant to the Cash Management System); provided that during any time that Revolving Loans of Non-Defaulting Banks or Swingline Loans are outstanding, the aggregate amount of cash and Cash Equivalents permitted to be held by the Borrowers and their Restricted Subsidiaries (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System) shall not exceed $20,000,000 for any period of five consecutive days; (iii) INTERCO Furniture Brands and its Restricted Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $1,000,000; (iv) the Borrowers may enter into Interest Rate Protec- tion Protection Agreements to the extent permitted in Section 9.04(vi); (v) any Credit Party or the Receivables Subsidiary may make intercompany loans and advances to any other Credit Party; (vi) the Borrowers may (x) establish Subsidiaries in compliance with Section 9.12 9.11 and (y) make Investments therein as otherwise provided in this Section 9.05; (vii) so long as no Default or Event of Default exists, or would result therefrom, the Borrowers and their Restricted Subsidiaries may make Investments at any time in an amount not to exceed the sum of (A) the Available $10 Million Acquisition/Investment Basket Amount at such time (after giving effect to all prior and contemporaneous reductions thereto, except as a result of such Investment), plus (B) the then Available Unrestricted Proceeds Amount at such time (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (C) the Available Net Income Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (D) the Available Returned Investment Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment); provided that in no event shall the aggregate amount of Investments made pursuant to this clause (vii) after the Second Restatement Effective Date, when added to the aggregate amount paid in connection with Permitted Acquisitions effected after the Second Restatement Effective Date (calculated in accordance with the first parenthetical contained in Section 9.02(vii)(B)), exceed $75,000,000 plus the Returned Investment Amount as calculated on the date any determination is being made pursuant to this clause (vii); (viii) the Borrowers and their Restricted Subsidiaries may retain cash consideration plus purchase money notes derived from asset sales permitted pursuant to Section 9.02(ii); (ix) the Borrowers may enter into and perform their obligations under Currency Hedging Agreements entered into in the ordinary course of business and consistent with past practices so long as (i) any such Currency Hedging Agreement is related to income derived from foreign operations of the Borrowers or any Restricted Subsidiary (or any Foreign Sales Corporation which is a Restricted Subsidiary) or otherwise related to purchases permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to $15,000,000 in the aggregate at any one time; (x) the Borrowers and their Restricted Subsidiaries may acquire and own investments (including notes or other debt obligations or securities) received in connection with the bankruptcy or reorganization of their suppliers and customers and in settlement of delinquent obligations of, or disputes with, their customers or suppliers in the ordinary course of business; (xi) existing Investments by the Borrowers and their Restricted Subsidiaries shall be permitted to the extent listed on Schedule X; (xii) the Restricted Subsidiaries of INTERCO Furniture Brands may contribute accounts receivable to the Receivables Subsidiary in accordance with the provisions of the Receivables Documents; (xiii) INTERCO Furniture Brands shall be permitted to make capital contributions to Foreign Sales Corporations in an amount not to exceed $100,000 in the aggregate; and (xiv) Permitted Acquisitions shall be permitted in compliance with Sections 8.14 and 9.02(vii).

Investments, Etc. The Borrowers will not, and will not permit any of their respective Restricted Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (any of the foregoing, an "Investment"), except that the following shall be permitted: (i) the Borrowers and their Restricted Subsidiaries may acquire and hold accounts receivables owing to any of them, if created or acquired in the ordinary course of bus- iness business and payable or dischargeable in accordance with cus- tomary customary terms; (ii) the Borrowers and their Restricted Subsidiaries may acquire and hold cash and Cash Equivalents (including cash and Cash Equivalents held by INTERCO Furniture Brands on behalf of its Restricted Subsidiaries pursuant to the Cash Management System); provided that during any time that Revolving Loans of Non-Defaulting Banks or Swingline Loans are outstanding, the aggregate amount of cash and Cash Equivalents permitted to be held by the Borrowers and their Restricted Subsidiaries (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System) shall not exceed $20,000,000 for any period of five consecutive days; (iii) INTERCO Furniture Brands and its Restricted Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $1,000,000; (iv) the Borrowers may enter into Interest Rate Protec- tion Protection Agreements to the extent permitted in Section 9.04(vi9.04(v); (v) any Credit Party or the Receivables Subsidiary may make intercompany loans and advances to any other Credit Party; (vi) the Borrowers may (x) establish Subsidiaries in compliance with Section 9.12 9.11 and (y) make Investments therein as otherwise provided in this Section 9.05; (vii) so long as no Default or Event of Default exists, or would result therefrom, the Borrowers and their Restricted Subsidiaries may make Investments at any time in an amount not to exceed the sum of (A) the Available $10 Million Acquisition/Investment Basket Amount at such time (after giving effect to all prior and contemporaneous reductions thereto, except as a result of such Investment), plus (B) the then Available Unrestricted Proceeds Amount at such time (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (C) the Available Net Income Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (D) the Available Returned Investment Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment); provided that in no event shall the aggregate amount of Investments made pursuant to this clause (vii) after the Restatement Effective Date, when added to the aggregate amount paid in connection with Permitted Acquisitions effected after the Restatement Effective Date (calculated in accordance with the first parenthetical contained in Section 9.02(vii)(B)), exceed $75,000,000 plus the Returned Investment Amount as calculated on the date any determination is being made pursuant to this clause (vii); (viii) the Borrowers and their Restricted Subsidiaries may retain cash consideration plus purchase money notes derived from asset sales permitted pursuant to Section 9.02(ii); (ix) the Borrowers may enter into and perform their obligations under Currency Hedging Agreements entered into in the ordinary course of business and consistent with past practices so long as (i) any such Currency Hedging Agreement is related to income derived from foreign operations of the Borrowers or any Restricted Subsidiary (or any Foreign Sales Corporation which is a Restricted Subsidiary) or otherwise related to purchases permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to $15,000,000 in the aggregate at any one time; (x) the Borrowers and their Restricted Subsidiaries may acquire and own investments (including notes or other debt obligations or securities) received in connection with the bankruptcy or reorganization of their suppliers and customers and in settlement of delinquent obligations of, or disputes with, their customers or suppliers in the ordinary course of business; (xi) existing Investments by the Borrowers and their Restricted Subsidiaries shall be permitted to the extent listed on Schedule X; (xii) the Restricted Subsidiaries of INTERCO may contribute accounts receivable to the Receivables Subsidiary in accordance with the provisions of the Receivables Documents; (xiii) INTERCO Furniture Brands shall be permitted to make capital contributions to Foreign Sales Corporations in an amount not to exceed $100,000 in the aggregate; and (xivxiii) Permitted Acquisitions shall be permitted in compliance with Sections 8.14 and 9.02(vii9.02(vi).

Investments, Etc. The Borrowers Borrower will not, and will not permit any of their respective Restricted its Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (any of the foregoing, an "Investment"), except that the following shall be permittedper- mitted: (i) each of the Borrowers Borrower and their Restricted its Subsidiaries may acquire and hold accounts receivables owing to any of them, if created or acquired in the ordinary course of bus- iness business and payable or dischargeable in accordance with cus- tomary customary terms; (ii) the Borrowers Borrower and their Restricted its Subsidiaries may acquire and hold cash and Cash Equivalents (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System); provided that during any time that Revolving Loans of Non-Defaulting Banks or Swingline Loans are outstanding, the aggregate amount of cash and Cash Equivalents permitted to be held by the Borrowers and their Restricted Subsidiaries (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System) shall not exceed $20,000,000 for any period of five consecutive daysEquivalents; (iii) INTERCO the Borrower and its Restricted Subsidiaries may make loans and advances to their respective employees, officers and directors in connection with relocations, purchases by such persons of the capital stock of the Borrower or warrants, options or similar rights to purchase the capital stock of the Borrower and other ordinary course of business to their respective employees purposes, so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $1,000,00010,000,000; (iv) the Borrowers Borrower may enter into Interest Rate Protec- tion Protection Agreements to the extent permitted in Section 9.04(vi); (v) any Credit Party or the Receivables Borrower and the Subsidiary Guarantors may make intercompany loans and advances to any other Credit Partyeach other; (vi) the Borrowers Borrower and its Subsidiaries may (x) establish Subsidiaries in compliance with Section 9.12 9.11 and (y) make Investments therein as otherwise provided in this Section 9.05; (vii) so long as no Default or Event of Default exists, exists or would result therefromexist immediately after giving effect to the respective Investment, the Borrowers and their Restricted Subsidiaries may Borrower shall be permitted to make Investments at (in addition to those otherwise provided in this Section 9.05) on any time date in an amount not to exceed the sum of (A) the Available $10 Million Acquisition/Investment Basket Amount at on such time (after giving effect to all prior and contemporaneous reductions thereto, except as a result of such Investment), plus (B) the then Available Unrestricted Proceeds Amount at such time date (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus it being understood and agreed that (Cx) in the case of Investments made in any Person which is thereafter acquired pursuant to a Permitted Acquisition, then upon the consummation of the respective Permitted Acquisition the amount previously invested in such Person pursuant to this clause (vii) shall be treated as if said amount were instead used to effect a Permitted Acquisition and the Available Net Income Basket Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (D) shall be increased by the Available Returned Investment Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment); provided that in no event shall the aggregate amount of Investments in such Person theretofore made pursuant to this clause (vii) and (y) in the case of Investments in entities which do not become Credit Parties, then to the extent the Borrower or one or more other Credit Parties (after the Restatement Effective Daterespective Investment has been made) receives a return of capital previously invested pursuant to this clause (vii) (including, when added without limitation, the proceeds of any sale of capital stock permitted by Section 9.02(viii)(y)), then the amount of such return of capital shall, upon the Administrative Agent's receipt of a certification of the amount of the return of capital from an Authorized Representative, apply to increase the Available Basket Amount, provided that the aggregate amount paid of increases to the Available Basket Amount described above shall not exceed the amount of returned capital and, in connection with Permitted Acquisitions effected after no event, shall the Restatement Effective Date (calculated amount of the increases made to the Available Basket Amount in accordance with respect of any Investment exceed the first parenthetical contained in Section 9.02(vii)(B)), exceed $75,000,000 plus the Returned Investment Amount as calculated on the date any determination is being made amount previously invested pursuant to this clause (vii); (viii) the Borrowers Borrower and their Restricted its Wholly-Owned Subsidiaries may make Permitted Acquisitions in accordance with the relevant requirements of Section 8.13 and the component definitions as used therein; (ix) the Borrower and its Subsidiaries may retain cash consideration plus purchase money notes derived from asset sales permitted pursuant to Section 9.02(ii); (ix) the Borrowers may enter into and perform their obligations under Currency Hedging Agreements entered into in the ordinary course of business and consistent with past practices so long as (i) any such Currency Hedging Agreement is related to income derived from foreign operations of the Borrowers or any Restricted Subsidiary (or any Foreign Sales Corporation which is a Restricted Subsidiary) or otherwise related to purchases permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to $15,000,000 in the aggregate at any one timexiv); (x) existing Investments by the Borrowers Borrower and their Restricted its Subsidiaries shall be permitted to the extent listed on Schedule IX; (xi) the Borrower and each of its Subsidiaries may acquire and own investments Investments (including notes or other debt obligations or securitiesobligations) received in connection with the bankruptcy or reorganization of their suppliers and customers and and/or in settlement of delinquent obligations of, or and other disputes with, their customers or and suppliers arising in the ordinary course of business; (xi) existing Investments by the Borrowers and their Restricted Subsidiaries shall be permitted to the extent listed on Schedule X; (xii) the Restricted Subsidiaries as a result of INTERCO may contribute accounts receivable sales, contributions and other transfers of Receivable Facility Assets to the Receivables Subsidiary in accordance with Section 9.02(x), Investments may exist from time to time consisting of (x) contributions by the provisions Borrower to the capital of the Receivables DocumentsSubsidiary and (y) intercompany loans being made (or deemed made) by the Receivables Sellers as a result of the transfer of such Receivables Facility Assets, in each case so long as all capital stock of the Receivables Subsidiary is pledged pursuant to the Pledge and Security Agreement and all such intercompany loans are evidenced by one or more promissory notes which are pledged pursuant to the Pledge and Security Agreement; (xiii) INTERCO the Borrower may guarantee obligations of its Subsidiaries as sellers pursuant to the Receivables Documents, so long as no such guaranty shall give rise to recourse liability (other than in connection with Standard Securitization Undertakings) for the payment of any Receivables Facility Assets or the principal of, or interest on, any Purchased Interest or Investor Certificate; (xiv) the Borrower and the other Receivables Sellers may make inter-company loans in accordance with the requirements of Section 8.16; (xv) to the extent necessary to maintain the net worth of the Receivables Subsidiary in accordance with the requirements of the Receivables Facility, the Borrower may at any time contribute one or more promissory notes to the capital of the Receivables Subsidiary; provided that (x) at no time shall the aggregate principal amount of such outstanding promissory notes exceed the remainder of (A) $5 million less (B) the sum of (I) the amount of all write-downs and write-offs of such principal amount plus (II) the aggregate amount of all principal payments in respect of such promissory notes made after October 4, 1996 and (y) the interest rate payable pursuant to such promissory notes shall not be permitted to greater than the short-term "Applicable Federal Rate" (as such term is defined in Section 1274(d) of the Code); (xvi) the Borrower and its Subsidiaries may make capital contributions to Foreign Sales Corporations any of their respective Subsidiaries (excluding the Receivables Subsidiary) which is a Credit Party; (xvii) Investments made in an amount not to exceed $100,000 accordance with the relevant requirements of Section 9.02 (xi); (xviii) the Borrower and/or its Subsidiaries may enter into Currency Agreements in accordance with the aggregaterequirements contained in Section 9.04(xvi); and (xivxix) Permitted Acquisitions additional Investments may exist from time to time consisting of capital contributions to the Receivables Subsidiary made solely through a reduction in the principal amount of any intercompany note then payable to the Borrower by the Receivables Subsidiary, so long as (x) all capital stock of the Receivables Subsidiary is pledged pursuant to the Pledge and Security Agreement, (y) any such inter- company note (to the extent same is not reduced to $0) is pledged pursuant to the Pledge and Security Agreement and (z) the aggregate amount of all such capital contributions shall be permitted in compliance with Sections 8.14 and 9.02(vii)not exceed $15 million.

Investments, Etc. The Borrowers will notNo Credit Agreement Party shall, and will not or shall permit any of their respective Restricted its Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (any of the foregoing, an "Investment"), except that the following shall be permitted: (i) each of the Borrowers and their Restricted Subsidiaries of the Canadian Parent may acquire and hold accounts receivables owing to any of them, if created or acquired in the ordinary course of bus- iness business and payable or dischargeable in accordance with cus- tomary customary terms; (ii) the Borrowers Canadian Parent and their Restricted its Subsidiaries may acquire and hold cash and Cash Equivalents (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to Equivalents, provided that, in the Cash Management System); provided event that during any time that Revolving Loans of Non-Defaulting Banks or Swingline Loans are outstanding, the aggregate amount of cash and Cash Equivalents permitted to be held by the Borrowers Canadian Parent and their Restricted its Domestic Subsidiaries (including the Borrower) and its Canadian Subsidiaries (taken together) exceeds the Maximum Cash Amount for any period of three consecutive Business Days, such excess shall be applied as a mandatory repayment of Revolving Loans and/or Swingline Loans in accordance with Section 4.02(h) (it being understood that for purposes of this Section 9.05(ii) (including the definition of "Maximum Cash Amount" as used herein), cash and Cash Equivalents held denominated in a currency other than U.S. Dollars shall be calculated by INTERCO on behalf taking the U.S. Dollar Equivalent of its Restricted Subsidiaries pursuant to the such cash or Cash Management System) shall not exceed $20,000,000 Equivalents as determined for any period of five consecutive dayssuch period); (iii) INTERCO the Canadian Parent and its Restricted Subsidiaries may make loans and advances to their respective employees, officers and directors in connection with relocations, purchases by such persons of the Equity Interests of the Canadian Parent or warrants, options or similar rights to purchase the Equity Interests of the Canadian Parent and other ordinary course of business to their respective employees purposes, so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $1,000,00010,000,000; (iv) the Borrowers Canadian Parent and its Subsidiaries may enter into Interest Rate Protec- tion Protection Agreements to the extent permitted in Section 9.04(vi); (v) any Credit Party or the Receivables Subsidiary may make intercompany loans and advances to any other Credit Party; (vi) the Borrowers may (x) establish Subsidiaries in compliance with Section 9.12 and (y) make Investments therein as otherwise provided in this Section 9.05; (vii) so long as no Default or Event of Default exists, or would result therefrom, the Borrowers and their Restricted Subsidiaries may make Investments at any time in an amount not to exceed the sum of (A) the Available $10 Million Acquisition/Investment Basket Amount at such time (after giving effect to all prior and contemporaneous reductions thereto, except as a result of such Investment), plus (B) the then Available Unrestricted Proceeds Amount at such time (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (C) the Available Net Income Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (D) the Available Returned Investment Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment); provided that in no event shall the aggregate amount of Investments made pursuant to this clause (vii) after the Restatement Effective Date, when added to the aggregate amount paid in connection with Permitted Acquisitions effected after the Restatement Effective Date (calculated in accordance with the first parenthetical contained in Section 9.02(vii)(B)), exceed $75,000,000 plus the Returned Investment Amount as calculated on the date any determination is being made pursuant to this clause (vii); (viii) the Borrowers and their Restricted Subsidiaries may retain cash consideration plus purchase money notes derived from asset sales permitted pursuant to Section 9.02(ii); (ix) the Borrowers may enter into and perform their obligations under Currency Hedging Agreements entered into in the ordinary course of business and consistent with past practices so long as (i) any such Currency Hedging Agreement is related to income derived from foreign operations of the Borrowers or any Restricted Subsidiary (or any Foreign Sales Corporation which is a Restricted Subsidiary) or otherwise related to purchases permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to $15,000,000 in the aggregate at any one time; (x) the Borrowers and their Restricted Subsidiaries may acquire and own investments (including notes or other debt obligations or securities) received in connection with the bankruptcy or reorganization of their suppliers and customers and in settlement of delinquent obligations of, or disputes with, their customers or suppliers in the ordinary course of business; (xi) existing Investments by the Borrowers and their Restricted Subsidiaries shall be permitted to the extent listed on Schedule X; (xii) the Restricted Subsidiaries of INTERCO may contribute accounts receivable to the Receivables Subsidiary in accordance with the provisions of the Receivables Documents; (xiii) INTERCO shall be permitted to make capital contributions to Foreign Sales Corporations in an amount not to exceed $100,000 in the aggregate; and (xiv) Permitted Acquisitions shall be permitted in compliance with Sections 8.14 and 9.02(vii).

Investments, Etc. The Borrowers will not, and will not permit any of their respective Restricted Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (any of the foregoing, an "Investment"), except that the following shall be permitted: (i) the Borrowers and their Restricted Subsidiaries may acquire and hold accounts receivables owing to any of them, if created or acquired in the ordinary course of bus- iness business and payable or dischargeable in accordance with cus- tomary customary terms; (ii) the Borrowers and their Restricted Subsidiaries may acquire and hold cash and Cash Equivalents (including cash and Cash Equivalents held by INTERCO Furniture Brands on behalf of its Restricted Subsidiaries pursuant to the Cash Management System); provided that during any time that Revolving Loans of Non-Defaulting Banks or Swingline Loans are outstanding, the aggregate amount of cash and Cash Equivalents permitted to be held by the Borrowers and their Restricted Subsidiaries (including cash and Cash Equivalents held by INTERCO on behalf of its Restricted Subsidiaries pursuant to the Cash Management System) shall not exceed $20,000,000 for any period of five consecutive days; (iii) INTERCO Furniture Brands and its Restricted Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $1,000,000; (iv) the Borrowers may enter into Interest Rate Protec- tion Protection Agreements to the extent permitted in Section 9.04(vi); (v) any Credit Party or the Receivables Subsidiary may make intercompany loans and advances to any other Credit Party; (vi) the Borrowers may (x) establish Subsidiaries in compliance with Section 9.12 9.11 and (y) make Investments therein as otherwise provided in this Section 9.05; (vii) so long as no Default or Event of Default exists, or would result therefrom, the Borrowers and their Restricted Subsidiaries may make Investments at any time in an amount not to exceed the sum of (A) the Available $10 Million Acquisition/Investment Basket Amount at such time (after giving effect to all prior and contemporaneous reductions thereto, except as a result of such Investment), plus (B) the then Available Unrestricted Proceeds Amount at such time (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (C) the Available Net Income Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (D) the Available Returned Investment Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment); provided that in no event shall the aggregate amount of Investments made pursuant to this clause (vii) after the Second Restatement Effective Date, when added to the aggregate amount paid in connection with Permitted Acquisitions effected after the Second Restatement Effective Date (calculated in accordance with the first parenthetical contained in Section 9.02(vii)(B)), exceed $75,000,000 plus the Returned Investment Amount as calculated on the date any determination is being made pursuant to this clause (vii); (viii) the Borrowers and their Restricted Subsidiaries may retain cash consideration plus purchase money notes derived from asset sales permitted pursuant to Section 9.02(ii); (ix) the Borrowers may enter into and perform their obligations under Currency Hedging Agreements entered into in the ordinary course of business and consistent with past practices so long as (i) any such Currency Hedging Agreement is related to income derived from foreign operations of the Borrowers or any Restricted Subsidiary (or any Foreign Sales Corporation which is a Restricted Subsidiary) or otherwise related to purchases permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to $15,000,000 in the aggregate at any one time; (x) the Borrowers and their Restricted Subsidiaries may acquire and own investments (including notes or other debt obligations or securities) received in connection with the bankruptcy or reorganization of their suppliers and customers and in settlement of delinquent obligations of, or disputes with, their customers or suppliers in the ordinary course of business; (xi) existing Investments by the Borrowers and their Restricted Subsidiaries shall be permitted to the extent listed on Schedule X; (xii) the Restricted Subsidiaries of INTERCO Furniture Brands may contribute accounts receivable to the Receivables Subsidiary in accordance with the provisions of the Receivables Documents; (xiii) INTERCO Furniture Brands shall be permitted to make capital contributions to Foreign Sales Corporations in an amount not to exceed $100,000 in the aggregate; and (xiv) Permitted Acquisitions shall be permitted in compliance with Sections 8.14 and 9.02(vii).